Xxxxxx’s Step-in Rights. 7.1 Subject to Sections 6.2(b) and 7.2 and without prejudice to Agent’s rights to enforce the Lending Agreements against Project Co, Agent may give Owner a Step-In Notice at any time: (a) during which a Project Co Event of Default is subsisting (whether or not a Project Co Default Notice has been served); (b) during the Notice Period; or (c) during which an Enforcement Event is subsisting. (which periods are jointly referred to herein as the “Lender Decision Period”). 7.2 At the time Agent delivers a Step-In Notice, Agent shall deliver written notice (an “Appointed Representative Notice”) to Owner of the identity of its proposed Appointed Representative. 7.3 Subject to Section 6.3(a), upon issuance of a Step-In Notice, Appointed Representative shall have the benefit of and shall be entitled to exercise the rights and entitlements of Project Co under the Project Agreement and the Implementing Agreements (to the extent that Appointed Representative has or has a right to receive such rights under the Lending Agreements) and shall perform or cause to be performed all of Project Co’s obligations under the Project Agreement and the Implementing Agreements pursuant to the Enforcement Rights and cause Project Co to remedy the Project Co Event of Default, and shall have the right, subject to the prior approval of Owner, acting reasonably, and subject to the terms and conditions of the Bonds to: (a) assign Project Co’s interest in the Project Agreement and the other Implementing Agreements (excluding the Bonds) to a Replacement Project Co (the “Project Agreement Assignment”), subject to the agreement by the Replacement Project Co to assume the terms and conditions of the Project Agreement and the other Implementing Agreements; or (b) terminate the Project Agreement pursuant to the Enforcement Rights, and cause a replacement project agreement to be entered into with a Replacement Project Co (the “Replacement Project Agreement”) on terms substantially similar to the Project Agreement; and (c) to the extent permitted under the Construction Contract, and subject to the terms and conditions of the Bonds (i) assign the Contractor’s interest in the Construction Contract to a Replacement Contractor (the “Construction Contract Assignment”) subject to the agreement by the Replacement Contractor to assume the terms and conditions of the Construction Contract; or (ii) terminate the Construction Contract and to enter into a replacement construction contract with a Replacement Contractor (the “Replacement Construction Contract”) on terms substantially similar to the Construction Contract. provided that in either case, the Replacement Project Co covenants in the Project Agreement Assignment or the Replacement Project Agreement, as applicable, to (i) remedy any curable breach of Project Co under the Project Agreement, whether in respect of payment or performance and whether arising prior to or during the Step-In Period, (ii) vacate any Liens from the Site arising from the performance of the Work, whether arising prior to or during the Step-In Period (other than in the circumstances set out in Section 6.3(b)(ii)), and in the case of items (i) and (ii), subject to and within the time period for curing Project Co Events of Default as set out in Section 6.3(a); provided however, for the purposes of this clause (ii), the time period as set out in Section 6.3(a) shall be deemed to be extended by 30 days upon the date of the entering into of a Project Agreement Assignment or Replacement Project Agreement, as the case may be, and
Appears in 1 contract
Samples: Lender's Direct Agreement
Xxxxxx’s Step-in Rights. 7.1 Subject to Sections 6.2(b) and 7.2 and without prejudice to Agent’s rights to enforce the Senior Lending Agreements against Project Co, Agent may give Owner a Step-In Notice at any time:
(a) during which a Project Co Event of Default is subsisting (whether or not a Project Co Default Notice has been served);
(b) during the Notice Period; or
(c) during which an Enforcement Event is subsisting. (which periods are jointly referred to herein as the “Lender Decision Period”).
7.2 At the time Agent delivers a Step-In Notice, Agent shall deliver written notice (an “Appointed Representative Notice”) to Owner of the identity of its proposed Appointed Representative.
7.3 Subject to Section 6.3(a), upon issuance of a Step-In Notice, Appointed Representative shall have the benefit of and shall be entitled to exercise the rights and entitlements of Project Co under the Project Agreement and the Implementing Agreements (to the extent that Appointed Representative has or has a right to receive such rights under the Lending Agreements) and shall perform or cause to be performed all of Project Co’s obligations under the Project Agreement and the Implementing Agreements pursuant to the Enforcement Rights and cause Project Co to remedy the Project Co Event of Default, Default and shall have the right for such purpose to enforce any of the Enforcement Rights including the right, subject to the prior approval of Owner, acting reasonably, and subject to the terms and conditions of the Bonds to:
(a) assign Project Co’s interest in the Project Agreement and the other Implementing Agreements (excluding the Bonds) to a Replacement Project Co (the “Project Agreement Assignment”), subject to the agreement by the Replacement Project Co to assume the terms and conditions of the Project Agreement and the other Implementing Agreements; or
(b) terminate the Project Agreement pursuant to the Enforcement Rights, and cause a replacement project agreement to be entered into with a Replacement Project Co (the “Replacement Project Agreement”) on terms substantially similar to the Project Agreement; and
(c) to the extent permitted under the Construction Contract, and subject to the terms and conditions of the Bonds (i) assign the Contractor’s interest in the Construction Contract to a Replacement Contractor (the “Construction Contract Assignment”) subject to the agreement by the Replacement Contractor to assume the terms and conditions of the Construction Contract; or (ii) terminate the Construction Contract and to enter into a replacement construction contract with a Replacement Contractor (the “Replacement Construction Contract”) on terms substantially similar to the Construction Contract. ; provided that in either case, the Replacement Project Co covenants in the Project Agreement Assignment or the Replacement Project Agreement, as applicable, to
to (i) remedy any curable breach of Project Co under the Project Agreement, whether in respect of payment or performance and whether arising prior to or during the Step-In Period, (ii) vacate any Liens from the Site arising from the performance of the Work, whether arising prior to or during the Step-In Period (other than in the circumstances set out in Section 6.3(b)(ii)), and in the case of items (i) and (ii), subject to and within the time period for curing Project Co Events of Default as set out in Section 6.3(a); provided however, for and (iii) provide replacement or ensure continued maintenance of the purposes Security under the Project Agreement (items (i), (ii) and (iii) of this clause (iiSection 7.3 are collectively referred to as the “Rectification Obligations”). Upon any Project Agreement Assignment, the time period as set out in Section 6.3(a) Project Agreement shall be deemed to be extended by 30 days upon terminated on the date of such Project Agreement Assignment with respect to Project Co, and the entering into provisions of Section 4.6 of Schedule 12 to the Project Agreement – Compensation on Termination, shall be deemed to apply as if compensation had been paid by Owner pursuant to Section 2.1 of Schedule 12 to the Project Agreement, and the Replacement Project Co shall have no liability for the non- performance of Project Co arising prior to the date of such Project Agreement Assignment, unless same is encompassed in the Rectification Obligations, provided the foregoing shall not limit the rights of Owner to subsequently deduct from payments owing by Owner under the Project Agreement those amounts which it would otherwise be entitled to deduct under the Project Agreement.
7.4 At the time of a Project Agreement Assignment or the entering into of a Replacement Project Agreement under Section 7.3, if the Replacement Project Co is not, itself, a Pre- Qualified Proponent, then the Agent shall be required to cause the Replacement Project Co to enter into a construction contract, on terms substantially similar to the Construction Contract and the Pre-Qualified Proponent shall be required to enter into an assignable subcontract agreement, on terms substantially similar to the form of the Assignable Subcontract Agreement for Construction Contract, or make such other arrangements satisfactory to Owner under which the Replacement Project Co and the Pre-Qualified Proponent stand in the place of Project Co and the Contractor under the Senior Lending Agreements, the Project Agreement and the Implementing Agreements.
7.5 During the Step-In Period, Owner shall deal with Appointed Representative instead of Project Co in connection with all matters related to the Project Agreement. Project Co agrees to be bound by all such dealings between Owner and Appointed Representative to the same extent as if they had been between Owner and Project Co.
7.6 For greater certainty, Agent acknowledges and agrees that its rights as Obligee under the Performance Bond shall be limited to the enforcement of the obligations of the Surety, as more particularly described in the case may bePerformance Bond, andand shall be subject to Agent’s obligation as an Obligee to pay the Balance of the Contract Price. If Agent receives any benefit from the Surety under the Performance Bond and fails to complete or cause to have completed the obligations of the Contractor under the Construction Contract, Agent shall pay to Owner an amount equal to the amount of the proceeds received by Agent from the Surety and not applied toward obtaining the completion of the unperformed obligations of the Contractor under the Construction Contract. For the purposes of this Section 7.6, the terms “Obligee”, “Surety”, and “Balance of the Contract Price” have the meanings given to them under the Performance Bonds.
Appears in 1 contract
Samples: Lender's Direct Agreement
Xxxxxx’s Step-in Rights. 7.1 Subject to Sections 6.2(b) and 7.2 and without prejudice to Agent’s rights to enforce the Lending Agreements against Project Co, Agent may give Owner a Step-In Notice at any time:
(a) during which a Project Co Event of Default is subsisting (whether or not a Project Co Default Notice has been served);
(b) during the Notice Period; or
(c) during which an Enforcement Event is subsisting. (which periods are jointly referred to herein as the “Lender Decision Period”).
7.2 At the time Agent delivers a Step-In Notice, Agent shall deliver written notice (an “Appointed Representative Notice”) to Owner of the identity of its proposed Appointed Representative.
7.3 Subject to Section 6.3(a), upon issuance of a Step-In Notice, Appointed Representative shall have the benefit of and shall be entitled to exercise the rights and entitlements of Project Co under the Project Agreement and the Implementing Agreements (to the extent that Appointed Representative has or has a right to receive such rights under the Lending Agreements) and shall perform or cause to be performed all of Project Co’s obligations under the Project Agreement and the Implementing Agreements pursuant to the Enforcement Rights and cause Project Co to remedy the Project Co Event of Default, and shall have the right, subject to the prior approval of Owner, acting reasonably, and subject to the terms and conditions of the Bonds to:
(a) assign Project Co’s interest in the Project Agreement and the other Implementing Agreements (excluding the Bonds) to a Replacement Project Co (the “Project Agreement Assignment”), subject to the agreement by the Replacement Project Co to assume the terms and conditions of the Project Agreement and the other Implementing Agreements; or
(b) terminate the Project Agreement pursuant to the Enforcement Rights, and cause a replacement project agreement to be entered into with a Replacement Project Co (the “Replacement Project Agreement”) on terms substantially similar to the Project Agreement; and
(c) to the extent permitted under the Construction Contract, and subject to the terms and conditions of the Bonds (i) assign the Contractor’s interest in the Construction Contract to a Replacement Contractor (the “Construction Contract Assignment”) subject to the agreement by the Replacement Contractor to assume the terms and conditions of the Construction Contract; or (ii) terminate the Construction Contract and to enter into a replacement construction contract with a Replacement Contractor (the “Replacement Construction Contract”) on terms substantially similar to the Construction Contract. provided that in either case, the Replacement Project Co covenants in the Project Agreement Assignment or the Replacement Project Agreement, as applicable, to
(i) remedy any curable breach of Project Co under the Project Agreement, whether in respect of payment or performance and whether arising prior to or during the Step-In Period, (ii) vacate any Liens from the Site arising from the performance of the Work, whether arising prior to or during the Step-In Period (other than in the circumstances set out in Section 6.3(b)(ii)), and in the case of items (i) and (ii), subject to and within the time period for curing Project Co Events of Default as set out in Section 6.3(a); ) ;provided however, for the purposes of this clause (ii), the time period as set out in Section 6.3(a) shall be deemed to be extended by 30 days upon the date of the entering into of a Project Agreement Assignment or Replacement Project Agreement, as the case may be, and
Appears in 1 contract
Samples: Lender's Direct Agreement
Xxxxxx’s Step-in Rights. 7.1 Subject to Sections 6.2(b) and 7.2 and without prejudice to Agent’s rights to enforce the Lending Agreements against Project Co, Agent may give Owner a Step-In Notice at any time:
(a) during which a Project Co Event of Default is subsisting (whether or not a Project Co Default Notice has been served);
(b) during the Notice Period; or
(c) during which an Enforcement Event is subsisting. (which periods are jointly referred to herein as the “Lender Decision Period”).
7.2 At the time Agent delivers a Step-In Notice, Agent shall deliver written notice (an “Appointed Representative Notice”) to Owner of the identity of its proposed Appointed Representative.
7.3 Subject to Section 6.3(a), upon issuance of a Step-In Notice, Appointed Representative shall have the benefit of and shall be entitled to exercise the rights and entitlements of Project Co under the Project Agreement and the Implementing Agreements (to the extent that Appointed Representative has or has a right to receive such rights under the Lending Agreements) and shall perform or cause to be performed all of Project Co’s obligations under the Project Agreement and the Implementing Agreements pursuant to the Enforcement Rights and cause Project Co to remedy the Project Co Event of Default, Default and shall have the right, subject to the prior approval of Owner, acting reasonably, and subject to the terms and conditions of the Bonds to:
(a) assign Project Co’s interest in the Project Agreement and the other Implementing Agreements (excluding the Bonds) to a Replacement Project Co (the “Project Agreement Assignment”), subject to the agreement by the Replacement Project Co to assume the terms and conditions of the Project Agreement and the other Implementing Agreements; or
(b) terminate the Project Agreement pursuant to the Enforcement Rights, and cause a replacement project agreement to be entered into with a Replacement Project Co (the “Replacement Project Agreement”) on terms substantially similar to the Project Agreement; and
(c) to the extent permitted under the Construction Contract, and subject to the terms and conditions of the Bonds (i) assign the Contractor’s interest in the Construction Contract to a Replacement Contractor (the “Construction Contract Assignment”) subject to the agreement by the Replacement Contractor to assume the terms and conditions of the Construction Contract; or (ii) terminate the Construction Contract and to enter into a replacement construction contract with a Replacement Contractor (the “Replacement Construction Contract”) on terms substantially similar to the Construction Contract. ; provided that in either case, the Replacement Project Co covenants in the Project Agreement Assignment or the Replacement Project Agreement, as applicable, to:
(i) remedy any curable breach of Project Co under the Project Agreement, whether in respect of payment or performance and whether arising prior to or during the Step-In Period, ,
(ii) vacate any Liens from the Site arising from the performance of the Work, whether arising prior to or during the Step-In Period (other than in the circumstances set out in Section 6.3(b)(ii)), and
(iii) provide replacement or ensure continued maintenance of the Security under the Project Agreement; (items (i), (ii) and (iii) of this Section 7.3 are collectively referred to as the “Rectification Obligations”) and in the case of items (i) and (ii), ) subject to and within the time period for curing Project Co Events of Default as set out in Section 6.3(a); provided however, for the purposes of this clause clauses (i) and (ii)) above, the time period as set out in Section 6.3(a) shall be deemed to be extended by 30 days upon the date of the entering into of a Project Agreement Assignment or Replacement Project Agreement, as the case may be. Upon any Project Agreement Assignment or the entering into of a Replacement Project Agreement, andas the case may be, the Project Agreement shall be deemed to be terminated on the date of such Project Agreement Assignment or the entering into of a Replacement Project Agreement, as the case may be, with respect to Project Co, and the provisions of Section 4.6 of Schedule 12 to the Project Agreement - Compensation on Termination, shall apply without any compensation payment having been made by Owner pursuant to Section 2.1 of Schedule 12 to the Project Agreement, and the Replacement Project Co shall have no liability for the non-performance of Project Co arising prior to the date of such Project Agreement Assignment or the entering into of a Replacement Project Agreement, as the case may be, unless same is encompassed in the Rectification Obligations, provided the foregoing shall not limit the rights of Owner to subsequently deduct from payments owing by Owner under the Project Agreement those amounts which it would otherwise be entitled to deduct under the Project Agreement.
7.4 At the time of a Project Agreement Assignment or the entering into of a Replacement Project Agreement under Section 7.3, if the Replacement Project Co is not, itself, a Pre-Qualified Proponent, then the Agent shall be required to cause the Replacement Project Co to enter into a construction contract, on terms substantially similar to the Construction Contract and the Pre-Qualified Proponent shall be required to enter into an assignable subcontract agreement, on terms substantially similar to the form of the Assignable Subcontract Agreement for Construction Contract, or make such other arrangements satisfactory to Owner under which the Replacement Project Co and the Pre-Qualified Proponent stand in the place of Project Co and the Contractor under the Lending Agreements, the Project Agreement and the Implementing Agreements.
7.5 During the Step-In Period, Owner shall deal with Appointed Representative instead of Project Co in connection with all matters related to the Project Agreement. Project Co agrees to be bound by all such dealings between Owner and Appointed Representative to the same extent as if they had been between Owner and Project Co.
7.6 For greater certainty, Agent acknowledges and agrees that its rights as Obligee under the Performance Bond shall be limited to the enforcement of the obligations of the Surety, as more particularly described in the Performance Bond, and shall be subject to Agent’s obligation as an Obligee to pay the Balance of the Contract Price. If Agent receives any benefit from the Surety under the Performance Bond and fails to complete or cause to have completed the obligations of the Contractor under the Construction Contract, Agent shall pay to Owner an amount equal to the amount of the proceeds received by Agent from the Surety and not applied toward obtaining the completion of the unperformed obligations of the Contractor under the Construction Contract. For the purposes of this Section 7.6, the terms “Obligee”, “Surety”, and “Balance of the Contract Price” have the meanings given to them under the Performance Bonds.
Appears in 1 contract
Samples: Lender’s Direct Agreement
Xxxxxx’s Step-in Rights. 7.1 Subject to Sections 6.2(b) and 7.2 and without prejudice to Agent’s rights to enforce the Lending Agreements against Project Co, Agent may give Owner a Step-In Notice at any time:
(a) during which a Project Co Event of Default is subsisting (whether or not a Project Co Default Notice has been served);
(b) during the Notice Period; or
(c) during which an Enforcement Event is subsisting. (which periods are jointly referred to herein as the “Lender Decision Period”).
7.2 At the time Agent delivers a Step-In Notice, Agent shall deliver written notice (an “Appointed Representative Notice”) to Owner of the identity of its proposed Appointed Representative.
7.3 Subject to Section 6.3(a), upon issuance of a Step-In Notice, Appointed Representative shall have the benefit of and shall be entitled to exercise the rights and entitlements of Project Co under the Project Agreement and the Implementing Agreements (to the extent that Appointed Representative has or has a right to receive such rights under the Lending Agreements) and shall perform or cause to be performed all of Project Co’s rights and obligations under the Project Agreement and the Implementing Agreements pursuant to the Enforcement Rights and cause Project Co to remedy the Project Co Event of Default, Default and shall have the right for such purpose to enforce any of the Enforcement Rights including the right, subject to the prior approval of Owner, acting reasonably, and subject to the terms and conditions of the Bonds to:
(a) assign Project Co’s interest in the Project Agreement and the other Implementing Agreements (excluding the Bonds) to a Replacement Project Co (the “Project Agreement Assignment”), subject to the agreement by the Replacement Project Co to assume the terms and conditions of the Project Agreement and the other Implementing Agreements; or
(b) terminate the Project Agreement pursuant to the Enforcement Rights, and cause a replacement project agreement to be entered into with a Replacement Project Co (the “Replacement Project Agreement”) on terms substantially similar to the Project Agreement; and
(c) to the extent permitted under the Construction Contract, and subject to the terms and conditions of the Bonds (i) assign the Contractor’s interest in the Construction Contract to a Replacement Contractor (the “Construction Contract Assignment”) subject to the agreement by the Replacement Contractor to assume the terms and conditions of the Construction Contract; or (ii) terminate the Construction Contract and to enter into a replacement construction contract with a Replacement Contractor (the “Replacement Construction Contract”) on terms substantially similar to the Construction Contract. ; provided that in either case, the Replacement Project Co covenants in the Project Agreement Assignment or the Replacement Project Agreement, as applicable, to
to (i) remedy any curable breach of Project Co under the Project Agreement, whether in respect of payment or performance and whether arising prior to or during the Step-In Period, (ii) vacate any Liens from the Site arising from the performance of the Work, whether arising prior to or during the Step-In Period (other than in the circumstances set out in Section 6.3(b)(ii)), and in the case of items (i) and (ii), subject to and within the time period for curing Project Co Events of Default as set out in Section 6.3(a); provided however, for and (iii) provide replacement or ensure continued maintenance of the purposes Security under the Project Agreement (items (i), (ii) and (iii) of this clause (iiSection 7.3 are collectively referred to as the “Rectification Obligations”). Upon any Project Agreement Assignment, the time period as set out in Section 6.3(a) Project Agreement shall be deemed to be extended by 30 days upon terminated on the date of such Project Agreement Assignment with respect to Project Co, and the entering into provisions of Section 4.6 of Schedule 12 to the Project Agreement – Compensation on Termination, shall be deemed to apply as if compensation had been paid by Owner pursuant to Section 2.1 of Schedule 12 to the Project Agreement, and the Replacement Project Co shall have no liability for the non-performance of Project Co arising prior to the date of such Project Agreement Assignment, unless same is encompassed in the Rectification Obligations, provided the foregoing shall not limit the rights of Owner to subsequently deduct from payments owing by Owner under the Project Agreement those amounts which it would otherwise be entitled to deduct under the Project Agreement.
7.4 At the time of a Project Agreement Assignment or the entering into of a Replacement Project Agreement under Section 7.3, if the Replacement Project Co is not, itself, a Pre-Qualified Proponent, then the Agent shall be required to cause the Replacement Project Co to enter into a construction contract, on terms substantially similar to the Construction Contract and the Pre-Qualified Proponent shall be required to enter into an assignable subcontract agreement, on terms substantially similar to the form of the Assignable Subcontract Agreement for Construction Contract, or make such other arrangements satisfactory to Owner under which the Replacement Project Co and the Pre-Qualified Proponent stand in the place of Project Co and the Contractor under the Lending Agreements, the Project Agreement and the Implementing Agreements.
7.5 During the Step-In Period, Owner shall deal with Appointed Representative instead of Project Co in connection with all matters related to the Project Agreement. Project Co agrees to be bound by all such dealings between Owner and Appointed Representative to the same extent as if they had been between Owner and Project Co.
7.6 For greater certainty, Agent acknowledges and agrees that its rights as Obligee under the Performance Bond shall be limited to the enforcement of the obligations of the Surety, as more particularly described in the case may bePerformance Bond, andand shall be subject to Agent’s obligation as an Obligee to pay the Balance of the Contract Price. If Agent receives any benefit from the Surety under the Performance Bond and fails to complete or cause to have completed the obligations of the Contractor under the Construction Contract, Agent shall pay to Owner an amount equal to the amount of the proceeds received by Agent from the Surety and not applied toward obtaining the completion of the unperformed obligations of the Contractor under the Construction Contract. For the purposes of this Section 7.6, the terms “Obligee”, “Surety”, and “Balance of the Contract Price” have the meanings given to them under the Performance Bonds.
Appears in 1 contract
Samples: Lender's Direct Agreement
Xxxxxx’s Step-in Rights. 7.1 Subject
12.1. The GoG agrees that it shall not exercise its right to Sections 6.2(bterminate this Agreement in accordance with Clause 11.1.1(a) (termination due to the Project Company’s breach) before complying with the procedure specified in this Clause 12 (Xxxxxx’s Step in Rights). For avoidance of doubt, this Clause 12 shall be applicable only if and 7.2 and without prejudice to Agent’s rights to enforce after the Lending Project Company concludes the Financing Agreements against Project Co, Agent may give Owner a Step-In Notice with the Lenders.
12.2. If at any timetime the GoG intends to exercise its right to terminate this Agreement pursuant to Clause 11.1.1(a) (termination due to the Project Company’s breach), then along with serving a notice of termination to the Project Company, the GoG shall serve a written notice of its intention to terminate the Agreement to the Lender (a "Termination Notice").
12.3. GoG shall not terminate the Agreement pursuant to Clause 11 without giving to the Lender:
(a) during which a Project Co Event at least the Required Period (the period starting on the date of Default is subsisting (whether or not a Project Co Default Termination Notice has been servedand ending 90 days later);.
(b) during a notice containing: (i) the Notice Periodproposed Termination Date; or
and (cii) during which an Enforcement Event is subsisting. (which periods are jointly referred to herein as the “Lender Decision Period”).
7.2 At the time Agent delivers a Step-In Notice, Agent shall deliver written notice (an “Appointed Representative Notice”) to Owner of the identity of its proposed Appointed Representative.
7.3 Subject to Section 6.3(a), upon issuance of a Step-In Notice, Appointed Representative shall have the benefit of and shall be entitled to exercise the rights and entitlements of Project Co under the Project Agreement and the Implementing Agreements (to the extent that Appointed Representative has or has a right to receive such rights under the Lending Agreements) and shall perform or cause to be performed all of Project Co’s obligations under the Project Agreement and the Implementing Agreements pursuant to the Enforcement Rights and cause Project Co to remedy the Project Co Event of Default, and shall have the right, subject to the prior approval of Owner, acting reasonably, and subject to the terms and conditions of the Bonds to:
(a) assign Project Co’s interest grounds for termination in the Project Agreement and the other Implementing Agreements (excluding the Bonds) to a Replacement Project Co (the “Project Agreement Assignment”), subject to the agreement by the Replacement Project Co to assume the terms and conditions of the Project Agreement and the other Implementing Agreements; or
(b) terminate the Project Agreement pursuant to the Enforcement Rights, and cause a replacement project agreement to be entered into with a Replacement Project Co (the “Replacement Project Agreement”) on terms substantially similar to the Project Agreementreasonable detail; and
(c) a notice containing details of any amount owed by the Project Company to the extent permitted GoG, and any other existing liabilities or unperformed obligations of which the GoG is aware (having made reasonable enquiry): (i) at the time of the Termination Notice and/or (ii) which will fall due on or prior to the end of the Required Period, under the Construction ContractAgreement.
12.4. Within the Required Period, provided that the Lenders ensure protection of the financial rights and subject interests of the Project Company, the Lenders shall have the right to nominate, by serving a written notice (a “Substitution Notice”) to the GoG, an entity (the “Substitute Entity”), which shall step-in to this Agreement and continue the construction and/or the operation of the Project, within the deadlines and other terms and conditions of the Bonds (i) assign the Contractor’s interest in the Construction Contract to a Replacement Contractor (the “Construction Contract Assignment”) subject to the agreement by the Replacement Contractor to assume the terms and conditions of the Construction Contract; or (ii) terminate the Construction Contract and to enter into a replacement construction contract with a Replacement Contractor (the “Replacement Construction Contract”) on terms substantially similar to the Construction Contract. provided that in either case, the Replacement Project Co covenants in the Project Agreement Assignment or the Replacement Project Agreement, as applicable, to
(i) remedy any curable breach of Project Co under the Project Agreement, whether in respect of payment or performance and whether arising prior to or during the Step-In Period, (ii) vacate any Liens from the Site arising from the performance of the Work, whether arising prior to or during the Step-In Period (other than in the circumstances set out in Section 6.3(b)(ii)), this Agreement. The Substitution Notice shall contain all information that may be necessary for the GoG to decide whether or not the proposed Substitute Entity is acceptable.
12.5. Any Substitute Entity nominated by the Lender pursuant to this clause shall meet all the requirements that were applied to the Project Company and [Investor] in the case of items (i) selection process and (ii), subject to and within the time period for curing Project Co Events of Default as set out in Section 6.3(a); provided however, for the purposes execution of this clause (ii)Agreement, including but not limited to the technical, financial, legal and environmental qualifications, the time period as set out in Section 6.3(a) shareholding structure, the key personnel and the subcontractors. The Lender shall be deemed to be extended by 30 days upon provide the date GoG with sufficient evidence of such compliance before nominating the Substitute Entity.
12.6. The GoG shall inform the Lenders whether it accepts the nomination of the entering into Substitute Entity within 30 (thirty) Business Days following receipt of a Project Agreement Assignment or Replacement Project Agreement, as the case may be, andLender’s notification issued in accordance with this
Appears in 1 contract
Samples: Project Implementation Agreement
